Subject to subsections (b) through (i), an account
debtor on an account, chattel
paper, or a payment intangible may discharge
its obligation by paying the assignor until, but not after, the account debtor
receives a notification, authenticated by the
assignor or the assignee, that the amount due or to become due has been assigned
and that payment is to be made to the assignee. After receipt of the notification,
the account debtor may discharge its obligation by paying the assignee and
may not discharge the obligation by paying the assignor.

(b) [When notification ineffective.]

Subject to subsection (h), notification is ineffective
under subsection (a):

(1) if it does not reasonably identify the rights assigned;

(2) to the extent that an agreement between an account
debtor and a seller of a payment intangible limits
the account debtor's duty to pay a person other than the seller and the limitation
is effective under law other than this article; or

(3) at the option of an account debtor, if the notification
notifies the account debtor to make less than the full amount of any installment
or other periodic payment to the assignee, even if:

(A) only a portion of the account, chattel
paper, or payment intangible has been
assigned to that assignee;

(B) a portion has been assigned to another assignee; or

(C) the account debtor knows that the assignment to that
assignee is limited.

(c) [Proof of assignment.]

Subject to subsection (h), if requested by the account
debtor, an assignee shall seasonably furnish reasonable proof that the
assignment has been made. Unless the assignee complies, the account debtor
may discharge its obligation by paying the assignor, even if the account debtor
has received a notification under subsection (a).

(d) [Term restricting assignment
generally ineffective.]

Except as otherwise provided in subsection (e) and Sections 2A-303 and 9-407,
and subject to subsection (h), a term in an agreement between an account
debtor and an assignor or in a promissory note is
ineffective to the extent that it:

(1) prohibits, restricts, or requires the consent of the
account debtor or person obligated on the promissory
note to the assignment or transfer of, or the creation, attachment, perfection,
or enforcement of a security interest in, the account, chattel
paper, payment intangible, or promissory
note; or

(2) provides that the assignment or transfer or the creation, attachment, perfection,
or enforcement of the security interest may give rise to a default, breach,
right of recoupment, claim, defense, termination, right of termination, or remedy
under the account, chattel
paper, payment intangible, or promissory
note.

Except as otherwise provided in Sections 2A-303 and 9-407 and
subject to subsections (h)and (i), a rule of law, statute, or regulation that
prohibits, restricts, or requires the consent of a government, governmental
body or official, or account debtor to the assignment
or transfer of, or creation of a security interest in, an account or chattel
paper is ineffective to the extent that the rule of law, statute, or regulation:

(1) prohibits, restricts, or requires the consent of the
government, governmental body or official, or account debtor to the assignment
or transfer of, or the creation, attachment, perfection, or enforcement of a
security interest in the account or chattel
paper; or

(2) provides that the creation, attachment, perfection,
or enforcement of the security interest may give rise to a default, breach,
right of recoupment, claim, defense, termination, right of termination, or remedy
under the account or chattel
paper.

(g) [Subsection (b)(3) not waivable.]

Subject to subsection (h), an account
debtor may not waive or vary its option under subsection (b)(3).

(h) [Rule for individual under other
law.]

This section is subject to law other than this article
which establishes a different rule for an account
debtor who is an individual and who incurred the obligation primarily for
personal, family, or household purposes.